**Exhibit 10(aa)****INTERNATIONAL AGENCY AGREEMENT**          THIS INTERNATIONAL AGENCY AGREEMENT (“Agreement”) is made as of December 15, 2006, by andbetween Phosphate Chemicals Export Association, Inc., a Delaware non-profit corporation (the“Association”) and PCS Sales (USA), Inc., a Delaware corporation (“Agent”).**Recitals**     A.     The Association has been formed as a non-profit corporation to engage solely in exporttrade as defined by the act of the U.S. Congress entitled “An Act to Promote Export Trade, and forother Purposes,” approved April 10, 1918, commonly known as the “Webb-Pomerene Act” (hereinafter,the “Act”), as amended, and is governed pursuant to that certain Second Amended and RestatedMembership Agreement dated as of January 1, 1995 (the “Membership Agreement”);     B.     The Association hereby desires to appoint the Agent, and the Agent hereby desires to acceptsuch appointment, as the Association’s independent and, except as set forth in the MembershipAgreement, exclusive export marketing agent for Wet Phosphatic Materials, pursuant to the terms andconditions of this Agreement;          NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, itis agreed as follows:I.     APPOINTMENT AND SCOPE          1.1     Appointment. Subject to the terms and conditions hereof, the Association herebyappoints Agent, for the term of this Agreement, as its independent and, except as set forth in theMembership Agreement and in the International Agency Agreement between the Association and Mosaic,exclusive export agent for the marketing, solicitation of orders for and freighting of the WetPhosphatic Materials identified more specifically in Exhibit A hereto attached and incorporatedherein by reference (the “Products”). Agent hereby accepts such appointment and agrees to devoteits best efforts to the performance of such duties as may be reasonably necessary to promote exporttrade in Wet Phosphatic Materials.          1.2     Independent Contractor Status. This Agreement does not constitute a generalagency. Agent shall be a legal representative of the Association only for the limited purposes setforth in this Agreement with respect to its responsibilities as export agent for Wet PhosphaticMaterials. Agent is not granted and shall not exercise the right or authority to assume or createany obligation or responsibility on behalf of or in the name of the Association. Agent shall takeno action which could confer on the Association “permanent establishment” or equivalent status (asdefined in any applicable law or income tax treaty) or otherwise subject the Association to incometaxation in any country or political subdivision in or for which the Agent has responsibility underthis Agreement. Agent shall be responsible for all of its own expenses and employees.
 

 
          1.3     Sales Restrictions.               A.     Agent agrees not to appoint sub-agents in the sale of Products unless such appointment isapproved in writing by the Association.               B.     Notwithstanding anything to the contrary in this Agreement, it is understood and agreedthat Agent shall have no authority whatsoever to, and shall not (i) sell, accept orders for orcontract for the sale of Products on behalf of or as agent of the Association; (ii) establish orpurport to establish terms and conditions of sale on behalf of the Association; and/or (iii) signany contracts, offers or other documents of any kind whatsoever on behalf of the Association orcommit or bind, or purport to commit or bind, the Association in any manner.               C.     Agent acknowledges and agrees that the Association has sole authority to establish theselling price and other terms and conditions respecting all sales of Products by the Association,including, without limitation, to offer to sell, to accept, to reject or cancel in whole or in partany order or proposed order in each case, or sign any contracts, offers or other documents of anykind whatsoever on behalf of the Association or commit or bind or purport to commit or bind theAssociation in any manner.               D.     In transmitting any offers to purchase Products from the Association, Agent shall informprospective purchasers that all terms and conditions of sale, including but not limited to theprice, require the written acceptance and approval of the Association.II.     COMPENSATION          2.1     Compensation Payable. Subject to the provisions of this Agreement, theAssociation shall pay Agent a fee for all of Agent’s services pursuant to this Agreement as shouldbe determined by the Board of Directors. Such compensation shall be paid in equal quarterlyinstallments due and payable on the first business day of each calendar quarter during the termhereof.III.     AGENT’S COVENANTS AND REPRESENTATIONS          3.1     Sales Promotion. Agent shall use its reasonable efforts to promote the sale anduse of Products by all existing and potential customers outside of the United States and Canada.          3.2     Sales Policies and Procedures. Agent shall comply at all times with theAssociation’s sales policies and procedures in effect from time to time. A current copy of suchsales policies and procedures is attached hereto as Exhibit B. Any breach of such sales policiesand procedures shall be deemed a breach of this Agreement. The Association may amend, modify orotherwise change such policies and procedures upon sixty (60) days’ notice to Agent.          3.3     Instructions. The Agent will issue reasonable instructions to each Member as todelivery, quality, grading, packing, invoicing and shipping of Export Sales made by theAssociation. It is the Agent’s understanding that each Member will use its reasonable efforts tocomply with all such instructions.
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          3.4     Confidential Information. During the term of this Agreement, Agent will haveaccess to certain pricing, technical, marketing and other confidential information of theAssociation and of individual Members of the Association. Agent acknowledges that suchconfidential information comprises valuable trade secrets and is proprietary to the Association andsuch Members of the Association. Agent shall hold such confidential information in strictconfidence and shall not use or disclose the same except as required to perform its obligationsunder this Agreement. The foregoing obligation shall not extend to information which is or becomespublic knowledge through no fault of Agent or which is required to be disclosed by law.          3.5     Trade Name(s). Agent may identify itself on letterhead, business cards and signsas an authorized export marketing agent of the Association, and in sales and promotional materials,provided such materials have been previously approved by the Association. Agent shall not registerthe Association’s trade name(s) or any name(s) closely resembling them.          3.6     Indemnification. The Association agrees that it shall be solely responsible forand shall indemnify and hold the Agent harmless from and against, and will pay to the Agent thefull amount of any loss, claim, damage, liability or expense (including reasonable attorneys’ fees)resulting to the Agent, either directly or indirectly, from any acts or omissions of the Agent,including negligent acts or omissions, in its performance of its duties and obligations under thisAgreement except to the extent that the loss, claim, liability or expense is due to the Agent’sgross negligence or willful and wanton misconduct. The Agent agrees to give the Associationwritten notice of and the right to assume the defense of any action against the Agent in respect ofany such loss, claim, damage, liability or expense, and no settlement relating to any such loss,claim, damage, liability or expense shall be made which affects the Association’s liability underthis provision unless the Association gives written consent to such settlement, which consent shallnot be withheld unreasonably. Any amount due to the Agent under the aforesaid indemnity shall bedue and payable by the Association on demand.IV.     TERM AND TERMINATION          4.1     Term and Renewal. This Agreement shall continue in full force and effect for aninitial term expiring December 31, 2007. Thereafter, unless terminated as provided in Article 4.2below or by mutual written consent, this Agreement will be automatically renewed for successive onecalendar year terms.          4.2     Termination. This Agreement may be terminated prior to expiration of the initialor any renewal term, as provided in Article 4.1 above, by prior written notice to the other partyas follows:               A.     By either party, in the event the other party should fail to perform any of its obligationshereunder and should fail to remedy such nonperformance within thirty (30) calendar days afterreceiving written demand therefore; provided, however, that upon a second breach of the sameobligation, the other party may forthwith terminate this Agreement upon notice to the breachingparty;
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               B.     By either party, effective immediately, if the other party should be declared insolvent orbankrupt or make an assignment or other arrangement for the benefit of its creditors, or if suchother party should have any of its material assets expropriated;               C.     By the Association, effective immediately, if Agent should attempt to sell, assign,delegate or transfer any of its rights and obligations under this Agreement without having obtainedthe Association’s prior written consent thereto, or if there should occur any material adversechange in the management, ownership, control or financial or technical resources of Agent; or               D.     By the Association, effective immediately, if any law or regulation should be adopted or ineffect in any country or other political subdivision in which Agent serves in any capacity asmarketing representative for the Association which would restrict the Association’s terminationrights hereunder or otherwise invalidate any provisions hereof; or               E.     After December 31, 2007 by either party, without cause, upon ninety (90) days’ prior noticeto the other party.          4.3     Consequences of Termination or Non-Renewal. Upon termination or non-renewal ofthis Agreement, Agent shall immediately: (i) return to the Association, and cease all use of, theconfidential information theretofore furnished by the Association and in Agent’s possession orcontrol at the date of termination; (ii) cease promoting sales of the Products and identifyingitself in any manner as an authorized marketing representative or using any of the Association’strade names; and (iii) take such action as is necessary to terminate Agent’s registration as theAssociation’s independent marketing representative with any governmental authority.          4.4     Sole Remedy. Agent’s right to receive, pro rated to the date of any termination,the compensation provided in section 2.1 above, shall constitute Agent’s entire compensation for orarising out of termination or non-renewal of this Agreement and shall be in lieu of any and allother claims Agent may have against the Association as a result thereof. Under no circumstancesshall the Association be liable to Agent by reason of termination or non-renewal of this Agreementfor compensation, reimbursement or damages for (i) loss of prospective compensation; (ii) good willor loss thereof; or (iii) expenditures, investments, leases or any other type of commitment made inconnection with the business of such party or in reliance on the existence of this Agreement.V.     GENERAL PROVISIONS          5.1     Entire Agreement. This Agreement, including the Exhibits hereto, represents theentire agreement between the parties with respect to the subject matter hereof and supersedes allprior discussions, agreements and understandings of every kind and nature between them. Except asprovided herein, no modification of this Agreement will be effective unless in writing by bothparties.
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          5.2     Notices. All notices under this Agreement shall be in English and shall be inwriting and given by either registered airmail, cable (confirmation by answer back), telex(confirmation by answer back) or facsimile transmission (with confirmation copy sent by registeredmail) addressed to the parties at the addresses below, or to such other address of which eitherparty may advise the other in writing. Notices will be deemed given upon receipt, in accordancewith the respective permitted methods of confirmation.AgentPCS Sales (USA), Inc.